ex10_1.htm


     

    
       Exhibit
10.1 

       WEBSITE
CONSTRUCTION SERVICE AGREEMENT 

      


       This
Website Construction Service Agreement (the “Agreement”) is entered
into as of 27th October,
2006 between China Fruits Corporation (the “Company”), a company incorporated
under the corporation law of the State of Nevada, U.S.A.,  of Fu Xi
Technology & Industry Park, Nan Feng County Jiang Xi
Province, People’s Republic of China and TSE WAN YI ALICE, with her
address at ROOM 208, DAVID HOUSE, 8-20 NANKING STREET, KIN,
HONGKONG (the “Contractor”). 

       

      WITNESSETH:

       

       That
the Contractor is in the business of designing & building company
website, domain name registration, website hosting and regular maintenance, and
web-based promotion & advertising; 

       

       That
the Contractor does hereby agree with the Company for the considerations named
herein to perform the services stipulated in this Agreement in connection with
the work as hereinafter defined and described here for the referenced
services. 

       

      
        	
                 1.   

              	
                 CONTRACTOR
      SERVICES 

              


      

       

       The
Company hereby retains the Contractor as an independent contractor, and the
Contractor hereby accepts and agrees to such retention. The Contractor shall
provide the Company with the services set forth in Schedule 1 herein. It is
acknowledged and agreed by the Company that the Contractor carries neither
professional licenses nor memberships in any self-regulatory organizations. The
services of the Contractor shall not be exclusive, nor shall the Contractor be
required to render any specific number of hours or assign specific personnel to
the Company or its projects. 

       

      
        	
                 2.   

              	
                 TERM 

              


      

       

       Unless
otherwise terminated at an earlier date in accordance with Section 7, the
Agreement shall commence as of the date first written above upon signing by both
parties and shall continue until 26th October,2007 (“Expiration
Date”) unless any amendment which changes the term of the Agreement upon signing
by both parties. The Agreement shall automatically expire on the day
following the Expiration Date. 

       

      
        	
                 3.   

              	
                 TIME
      AND PLACE 

              


      

       

       The
Contractor shall be available to the officers and directors of the Company at
such reasonable and convenient times and places as may be mutually agreed upon.
Except as otherwise provided in this Agreement, the time, place and manner of
performance of the services hereunder, including the amount of time to be
allocated by the Contractor to any specific service, shall be determined in the
sole discretion of the Contractor. 

       

      
        	
                 4.   

              	
                 OWNERSHIP
      OF DOCUMENTSRIGHTS 

              


      

       

      
        	
                 A.   

              	
                 DOCUMENTS 

              


      

       

       It is
understood and agreed to by the parties that all reports, drawings, studies,
specifications, designs, publications, etc., secured by and for the Contractor
in the prosecution of this Agreement will become the property of the
Company upon termination or completion of the work. The Company will have the
right to use these documents for any public purpose without compensating the
Contractor, other than as hereinafter provided. If the Company does not use the
documents for the purpose for which this Agreement has been executed, the
Company recognizes that such use will be at the Company's own
risk. 

       

       B.  RIGHTS IN DATA 

       

       The
data as used here means recorded information, whether or not copyrighted, that
is delivered or specified to be delivered under this Agreement. The term
includes graphic or pictorial delineations in media such as drawings or
photographs; text in specifications or related performance or design-type
documents; and information retained in computer memory. 

       

       All
subject data first produced in the performance of this Agreement is
the sole property of the Company. The Contractor will not assert any rights at
common law or equity or establish any claim to statutory copyright in such data.
Except for its own internal use, the Contractor will not publish or reproduce
such data, in whole or in part, or in any manner or form, or authorize others to
do so without the written consent of the Company or until the Company has
released such data to the public. 

       

      
        	
                 5.   

              	
                 BASIS
      OF PAYMENT 

              


      

       

       For
the consulting services to be rendered under this Agreement the Company
agrees to pay to the Contractor as compensation for its services, and the
Contractor agrees to accept as full compensation the following: 

      


      
        	
                 A.   

              	
                 Notwithstanding
      any prices listed in any literature or on Web pages, the Company
      covenants to grant or cause to be granted to the Contractor (or its
      designee(s)) NASDAQ’s OTCBB-listed common shares of the
      Company. The shares granted should be registered via Form
      S-8. 

              


      

       

       a)
1,000,000 shares of the Company for website design &
building 

       b)
490,000 shares of the Company for 12 months website maintenance 

       c)
10,000 shares of the Company for 12 month web hosting 

       

      
        	
                 B.   

              	
                 The
      Contractor agrees that it will not perform any services which result in
      any hourly, daily, or weekly charges to the Company without the prior
      written consent from the Company in advance of performing each such
      service. 

              


      

       

      
        	
                 6.   

              	
                 GENERAL 

              


      

       

      
        	
                 A.   

              	
                 CONFLICT
      OF INTEREST 

              


      

       

       a)
Employment of Company Personnel 

       

       The
Contractor will not engage the services of any person or persons in the
employment of the Company on any work covered by this Agreement without the
written permission of the Company. 

       

       b)
Prohibited Interest 

       

       No
member, officer, or employee of the Company during his or her tenure of one year
thereafter may have any interest, direct or indirect, in this Agreement, or
the proceeds thereof. 

       

      
        	
                 B.   

              	
                 NOTICES 

              


      

       

       Any
notices required or permitted to be given under this Agreement shall be
sufficient if in writing and delivered or sent by fax registered or certified
mail, or by Federal Express or other nationally recognized overnight couriers to
the principal office of each party and addressed to its principal executive
officer at the address set forth on the signature page to this Agreement. Faxes
should be marked for the attention of the principal executive officer and set to
the fax number set forth on the signature page to this
Agreement. 

       

      
        	
                 C.   

              	
                 CONTRACTOR
      RELATIONSHIPS TO CONTRACTORS 

              


      

       

       The
Contractor will serve only in a consulting and professional capacity and is not
by this Agreement authorized to be, nor will it represent itself to be, the
agent or servant of the Company. The function, duties, and responsibilities of
the Contractor with respect to any contractor employed by the Company in
connection with the services will be consistent with the preceding sentence, and
in no case will the Contractor assume any obligations of the Company to any
contractor. 

       

      
        	
                 7.   

              	
                 TERMINATION 

              


      

       

      
        	
                 A.   

              	
                 TERMINATION
      WITHOUT CAUSE 

              


      

       

       Either
party may terminate this Agreement without cause in whole or in part at any time
by giving the counterpart thirty days’ written notice. At the end of that
notice period, the Contractor must have discontinued all work and services and
will have delivered to the Company all records, drawings, plans, and other
completed or partially completed data. These documents will become and remain
the property of the Company. 

       

      
        	
                 B.   

              	
                 TERMINATION
      WITH CAUSE 

              


      

       

       Notwithstanding
any other provision of this Agreement, in the event of any breach by one party,
then: (A) the counterpart shall have the right to terminate this Agreement
immediately, and after any such termination, shall have no further obligation to
the counterpart hereunder; and (B) the Company shall have the right to require
the Contractor to surrender all shares of the Company  Stock issued to the
Contractor pursuant to this Agreement. 

       

      
        	
                 8.   

              	
                 JURISDICTION;
      DISPUTE RESOLUTION 

              


      

       

      
        	
                 A.   

              	
                 CHOICE
      OF LAW 

              


      

       

       The
laws of the People’s Republic of China shall govern the validity of this
Agreement, the construction of its terms, and the interpretation of the rights
and duties of the parties hereto. 

       

      
        	
                 B.   

              	
                 ARBITRATION 

              


      

       

       Any
controversies arising out of the terms of this Agreement or its interpretation
shall be settled in Hong Kong International Arbitration Center
and the judgment upon award may be entered in any court having jurisdiction
thereof. 

       

      
        	
                 9.   

              	
                 CONFIDENTIALITY 

              


      

       

       The
Company and the Contractor each agree to provide reasonable security measures to
keep information belonging to the other party confidential where release of the
same would be determined to such party's business interests ("Confidential
Information"). Each party agrees that Confidential Information shall be subject
to this Agreement if provided to the other party and marked "Confidential" in a
conspicuous manner. The Contractor and the Company shall each require their
employees, agents, affiliates, sub-contractors, other licensees, and others who
have access to Confidential Information through the Contractor or Client, as the
case may be, to enter into appropriate non-disclosure agreements, requiring the
level and degree of confidentiality contemplated by this Agreement. The
Contractor and the Company each agree that it will not, either during the term
or this Agreement, or any time thereafter, disclose, use or make known for its
own or another's benefit, any confidential information acquired or used by it
hereunder. The term "Confidential Information" excludes information
that: 

       

       (a) is
made public by the Contractor or  the Company in violation of this
Agreement, 

       

       (b)
becomes generally available to the public, other than as a result of disclosure
by Contractor or  the Company or another party in violation of any
obligation of confidentiality or (c)  the Company or Contractor
obtains from sources other than  the Company or the
Contractor. 

       

      
        	
                 10.   

              	
                 Entire
      Agreement 

              


      

       

       This
Agreement constitutes and embodies the entire understanding and agreement of the
parties and supersedes and replaces all prior understandings, agreements and
negotiations between the parties. 

       

      
        	
                 11.   

              	
                 Waiver
      and Modification. 

              


      

       

       Any
waiver, alternation, or modification of any of the provisions of this Agreement
shall be valid only if made in writing and signed by the parties
hereto. 

       

       EXECUTION
PAGE 

       

       By
signing below, the parties agree to the terms of this Agreement and further
certify that their respective signatories are duly authorized to execute this
Agreement. 

       

       

       For
and on behalf
of                                                               

       

       China
Fruits
Corporation                                                                   

      


       

       

       For
and on behalf of 

       TSE
WAN YI ALICE 

       

      

       

      


      
         Schedule
1: Scope of Services 

      

       

      
        	
                 1   

              	
                 the
      Contractor shall assist the Company to register two domain names,
      including one international domain name and one Chinese domain
      name; 

              


      

       

      
        	
                 2   

              	
                 the
      Contractor shall provide services to the Company in corporate website
      design & building, including the information architecture of the
      website, HTML webpage art work,
FLASH, 

              


      

       

      
        	
                 2.1   

              	
                 10
      second FLASH on Home page with midi music (music provided by
      Client) 

              


      

       

      
        	
                 2.2   

              	
                 35
      pages of non-FLASH HTML pages 

              


      

       

      
        	
                 3   

              	
                 During
      the maintenance period, the Contractor shall provide with the Company
      with: 

              


      

       

      
        	
                 3.1   

              	
                 50
      pages HTML revision; 

              


      

       

      
        	
                 3.2   

              	
                 5
      FLASH revision (duration: 10 second)(Materials provided by the
      client) 

              


      

       

      
        	
                 4   

              	
                 The
      Contractor shall provide the Company with website hosting service and
      website maintenance service for 12 months after building up the Company’s
      website. 

              


      

       

      
        	
                 4.1   

              	
                 Hard
      disc space: 1G(maximum), 

              


      

       

      
        	
                 4.2   

              	
                 Support
      CGI、ASP 

              


      

       

      
         Schedule
2: Information Architecture 

         

      

      
        	
                 1.   

              	
                 About
      Us 

              


      

      
        	
                 2.   

              	
                 Management 

              


      

      
        	
                 3.   

              	
                 Product
      Description 

              


      

      
        	
                 3.1   

              	
                 Nanfeng
      Orange 

              


      

      
        	
                 3.2   

              	
                 Orange
      wine 

              


      

      
        	
                 3.3   

              	
                 Taina
      Nanfeng Orange Juice 

              


      

      
        	
                 4.   

              	
                 Orange
      Culture 

              


      

      
        	
                 4.1   

              	
                 History
      of Planting 

              


      

      
        	
                 4.2   

              	
                 Historical
      Evolution 

              


      

      
        	
                 4.3   

              	
                 Current State
      of Development 

              


      

      
        	
                 4.4   

              	
                 General
      Knowledge about Orange 

              


      

      
        	
                 4.5   

              	
                 Celebrities
      of Culture 

              


      

      
        	
                 5.   

              	
                 Production
      Base 

              


      

      
        	
                 6.   

              	
                 Investor
      Relations 

              


      

      
        	
                 6.1   

              	
                 Corporate
      Governance 

              


      

      
        	
                 6.2   

              	
                 Press
      Release 

              


      

      
        	
                 6.3   

              	
                 Share
      Price 

              


      

      
        	
                 6.4   

              	
                 SEC
      Filing 

              


      

      
        	
                 7.   

              	
                 Contact
      Us